Common use of Effect of the Mergers Clause in Contracts

Effect of the Mergers. (a) At the Initial Company Merger Effective Time, the Initial Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub I shall vest in the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Initial Surviving Corporation. (b) At the Subsequent Company Merger Effective Time, the Subsequent Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Initial Surviving Corporation and Merger Sub II shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, powers and franchises of each of Heat OpCo and Pacers OpCo shall vest in the Surviving OpCo, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCo.

Effect of the Mergers. (a) At the Initial Company Merger Effective Time, the Initial Company effect of the SPAC Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each of the Company and SPAC Merger Sub I shall vest in the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I SPAC shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilitiesLiabilities, obligations, restrictions, disabilities duties and duties obligations of the Initial SPAC Surviving CorporationSubsidiary (including all rights and obligations with respect to the Trust Account), which shall include the assumption by the SPAC Surviving Subsidiary of any and all agreements, covenants, duties and obligations of SPAC Merger Sub and SPAC set forth in this Agreement to be performed after the Effective Time, and the SPAC Surviving Subsidiary shall continue its existence as a wholly-owned Subsidiary of Pubco. (b) At the Subsequent Company Merger Effective Time, the Subsequent effect of the Company Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL and DLLCADelaware Act. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each of the Initial Surviving Corporation and Company Merger Sub II shall vest in and the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation and Merger Sub II Company shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each the Company Surviving Subsidiary which shall include the assumption by the Company Surviving Subsidiary of Heat OpCo any and Pacers OpCo shall vest all agreements, covenants, duties and obligations of Company Merger Sub and the Company set forth in this Agreement to be performed after the Surviving OpCoEffective Time, and all debts, liabilities, obligations, restrictions, disabilities and duties the Company Surviving Subsidiary shall continue its existence as a wholly-owned Subsidiary of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCoPubco.

Effect of the Mergers. (a) At On the Initial Company Merger Effective Time, terms and subject to the Initial Company Merger shall have the effects conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law and the applicable provisions Delaware Limited Liability Company Act, on the Closing Date, (i) Merger Sub I shall merge with and into the Merging Entity and (ii) the separate existence of Merger Sub I shall cease and the Merging Entity shall continue its existence as the surviving entity in the First Merger and as a wholly owned subsidiary of the DGCLParent under the Delaware General Corporation Law. Without limiting the generality of the foregoing, and subject thereto, at from and after the Initial Company Merger Effective TimeClosing Date, subject to Section 2.01(b), all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of the Company and Merger Sub I shall vest in the Initial Surviving CorporationMerging Entity, and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Initial Surviving CorporationMerging Entity. (b) At On the Subsequent Company Merger Effective Time, terms and subject to the Subsequent Company Merger shall have the effects conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law and the applicable provisions Maryland Limited Liability Company Act (the “Maryland LLC Act”), on the Closing Date and immediately after the steps set forth in Section 2.01(a), (i) the Merging Entity shall merge with and into Upstream Merger Sub and (ii) the separate existence of the DGCL Merging Entity shall cease and DLLCAUpstream Merger Sub shall continue its existence under the Maryland LLC Act as the surviving entity in the Second Merger and as a wholly owned subsidiary of the Parent under the Maryland LLC Act. Without limiting the generality of the foregoing, and subject thereto, at from and after the Subsequent Company Merger Effective TimeClosing Date, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises of each authority of the Initial Surviving Corporation and Merger Sub II Merging Entity shall vest in the Surviving CompanyUpstream Merger Sub, and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Initial Surviving Corporation and Merger Sub II Merging Entity shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving CompanyUpstream Merger Sub. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, powers and franchises of each of Heat OpCo and Pacers OpCo shall vest in the Surviving OpCo, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCo.

Effect of the Mergers. (a) At the Initial Company Merger Effective Time, the Initial effect of the Company Merger shall have the effects set forth be as provided in this Agreement Agreement, the Company Certificate of Merger and the applicable provisions of the DGCLIsraeli Companies Law and other applicable Law. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective Time, Time all the property, rights, agreements, privileges, powers and franchises of each of the Company and Merger Sub I shall vest in the Initial Company Surviving CorporationSubsidiary, and all debts, liabilities, obligations, restrictions, disabilities obligations and duties of each of the Company and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities obligations and duties of the Initial Company Surviving CorporationSubsidiary, including in each case the rights and obligations of each such Party under this Agreement and the Ancillary Documents from and after the Company Merger Effective Time, and the Company Surviving Subsidiary shall continue its existence as wholly-owned Subsidiary of Pubco. (b) At the Subsequent Company SPAC Merger Effective Time, the Subsequent Company effect of the SPAC Merger shall have the effects set forth be as provided in this Agreement Agreement, the SPAC Certificate of Merger and the applicable provisions of the DGCL Cayman Islands Companies Act and DLLCAother applicable Law. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company SPAC Merger Effective Time all the rights, property of every description including choses in action, and the business, undertaking, goodwill, benefits, immunities and privileges of SPAC Merger Sub shall vest in the SPAC Surviving Subsidiary, and all contracts, obligations, claims, debts and liabilities of SPAC Merger Sub shall become the contracts, obligations, claims, debts and liabilities of the SPAC Surviving Subsidiary, including in each case the rights and obligations of each such Party under this Agreement and the Ancillary Documents from and after the SPAC Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Initial Surviving Corporation and Merger Sub II shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions SPAC Surviving Subsidiary shall continue its existence as a wholly-owned Subsidiary of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, powers and franchises of each of Heat OpCo and Pacers OpCo shall vest in the Surviving OpCo, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCoPubco.

Effect of the Mergers. (a) At the Initial Company Merger Effective F-Reorg Time, the Initial Company effect of the F-Reorg Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCLCayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective F-Reorg Time, (i) all the property, rights, privilegesthe property of every description including choses in action, powers business, undertaking, goodwill, benefits, immunities and franchises privileges of the Company and Prime Merger Sub shall immediately vest in the Company, (ii) all Company Shares and Company Assumed Convertible Securities immediately prior to the F-Reorg Time shall be cancelled and converted into the right to receive shares and convertible securities of Plus Holdings, as provided in Article III, (iii) all Prime Merger Sub Ordinary Shares shall be converted into the right to receive shares of the Company, as provided in Article III, (iv) all Plus Holdings Share(s) immediately prior to the F-Reorg Time shall be surrendered and cancelled for no consideration; (v) all the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of each of the Company and Prime Merger Sub I shall vest in become the Initial Surviving Corporationmortgages, charges or security interests, and all debts, liabilitiescontracts, obligations, restrictionsclaims, disabilities debts and duties of each liabilities of the Company Company, and (vi) the separate corporate existence of Prime Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Initial Surviving Corporationcease. (b) At the Subsequent Company Merger Effective Time, the Subsequent Company effect of the First Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL and DLLCACayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, (i) all the property, rights, privilegesthe property of every description including choses in action, powers business, undertaking, goodwill, benefits, immunities and franchises privileges of each of the Initial Surviving Corporation Plus Holdings and First Merger Sub II shall immediately vest in the Surviving CompanyCorporation, (ii) all Plus Holdings Shares and Plus Holdings Assumed Convertible Securities immediately prior to the Effective Time shall be cancelled and converted into the right to receive shares and convertible securities of PubCo, as provided in Article III, (iii) all First Merger Sub Share(s) immediately prior to the Effective Time shall be cancelled and converted into the right to receive the same class and number of shares of Plus Holdings, (iv) all the mortgages, charges or security interests, and all debts, liabilitiescontracts, obligations, restrictionsclaims, disabilities debts and duties liabilities of each of the Initial Surviving Corporation Plus Holdings and First Merger Sub II shall become the debtsmortgages, liabilitiescharges or security interests, and all contracts, obligations, restrictionsclaims, disabilities debts and duties liabilities of the Surviving CompanyCorporation, and (v) the separate corporate existence of First Merger Sub shall cease. (c) At the OpCo Merger Effective Time, the OpCo effect of the Second Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DLLCADGCL, including Section 259 thereof. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, (i) all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of Heat OpCo HCIC and Pacers OpCo Second Merger Sub shall vest in the Surviving OpCoEntity, (ii) all outstanding shares of HCIC Common Stock shall be converted into the right to receive shares of PubCo, as provided in Article III, (iii) all outstanding HCIC Warrants shall be converted into warrants for the right to receive shares of PubCo, as provided in Article III, (iv) all the mortgages, charges or security interests, and all debts, liabilitiescontracts, obligations, restrictionsclaims, disabilities debts and duties liabilities of each of Heat OpCo HCIC and Pacers OpCo Second Merger Sub shall become the debtsmortgages, liabilitiescharges or security interests, and all contracts, obligations, restrictionsclaims, disabilities debts and duties liabilities of the Surviving OpCoEntity and (v) the separate corporate existence of Second Merger Sub shall cease.

Effect of the Mergers. (a) At On the Initial Company Merger Effective Time, terms and subject to the Initial Company Merger shall have the effects conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law and the applicable provisions Delaware Limited Liability Company Act, on the Closing Date, (i) Merger Sub II shall merge with and into the Merging Entity and (ii) the separate existence of Merger Sub II shall cease and the Merging Entity shall continue its existence as the surviving entity in the First Merger and as a wholly owned subsidiary of the DGCLParent under the Delaware General Corporation Law. Without limiting the generality of the foregoing, and subject thereto, at from and after the Initial Company Merger Effective TimeClosing Date, subject to Section 2.01(b), all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of the Company and Merger Sub I II shall vest in the Initial Surviving CorporationMerging Entity, and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Company and Merger Sub I II shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Initial Surviving CorporationMerging Entity. (b) At On the Subsequent Company Merger Effective Time, terms and subject to the Subsequent Company Merger shall have the effects conditions set forth in this Agreement Agreement, and in accordance with the Delaware General Corporation Law and the applicable provisions Maryland Limited Liability Company Act (the “Maryland LLC Act”), on the Closing Date and immediately after the steps set forth in Section 2.01(a), (i) the Merging Entity shall merge with and into Upstream Merger Sub and (ii) the separate existence of the DGCL Merging Entity shall cease and DLLCAUpstream Merger Sub shall continue its existence under the Maryland LLC Act as the surviving entity in the Second Merger and as a wholly owned subsidiary of the Parent under the Maryland LLC Act. Without limiting the generality of the foregoing, and subject thereto, at from and after the Subsequent Company Merger Effective TimeClosing Date, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises of each authority of the Initial Surviving Corporation and Merger Sub II Merging Entity shall vest in the Surviving CompanyUpstream Merger Sub, and all debts, liabilities, obligations, restrictions, disabilities restrictions and duties of each of the Initial Surviving Corporation and Merger Sub II Merging Entity shall become the debts, liabilities, obligations, restrictions, disabilities restrictions and duties of the Surviving CompanyUpstream Merger Sub. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, powers and franchises of each of Heat OpCo and Pacers OpCo shall vest in the Surviving OpCo, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCo.

Effect of the Mergers. (a) At the Initial Company Merger Effective TimeTimes, the Initial Company Merger effect of the Mergers shall have the effects set forth be as provided in this Agreement Agreement, the Certificates of Merger and the applicable provisions of the DGCLDGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, (a) at the Initial Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub I 1 shall vest in the Initial Merger 1 Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company and Merger Sub I 1 shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Initial Merger 1 Surviving Corporation. , (b) At the Subsequent Company Merger Effective Time, the Subsequent Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Follow-On 1 Effective Time, all the property, rights, privileges, powers and franchises of each of the Initial Merger 1 Surviving Corporation and Merger Sub II 2 shall vest in the Follow-On 1 Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Initial Merger 1 Surviving Corporation and Merger Sub II 2 shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Follow-On 1 Surviving Company. , (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger 2 Effective Time, all the property, rights, privileges, powers and franchises of each SCCII and Merger Sub 3 shall vest in the Merger 2 Surviving Corporation, and all debts, liabilities and duties of Heat OpCo SCCII and Pacers OpCo Merger Sub 3 shall become the debts, liabilities and duties of the Merger 2 Surviving Corporation, and (d) at the Final Effective Time, all the property, rights, privileges, powers and franchises of Merger 2 Surviving Corporation and the Follow-On 1 Surviving Company shall vest in the Surviving OpCoCompany, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of Heat OpCo Merger 2 Surviving Corporation and Pacers OpCo the Follow-On 1 Surviving Company shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Surviving OpCoCompany.

Effect of the Mergers. (a) At the Initial Company Merger Effective Time, the Initial Company The First Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger First Effective Time, by virtue of, and simultaneously with, the First Merger and without any further action on the part of ▇▇▇▇▇▇▇▇, any stockholder of ▇▇▇▇▇▇▇▇, Parentco, or Merger Sub I, (i) Merger Sub I shall be merged with and into ▇▇▇▇▇▇▇▇, the separate corporate existence of Merger Sub I shall cease and ▇▇▇▇▇▇▇▇ shall continue as the First Surviving Company, (ii) all the propertyproperties, rights, privileges, powers and franchises of each of the Company ▇▇▇▇▇▇▇▇ and Merger Sub I shall vest in the Initial First Surviving CorporationCompany, and (iii) all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company ▇▇▇▇▇▇▇▇ and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Initial First Surviving CorporationCompany and (iv) all the rights, privileges, immunities, powers and franchises of ▇▇▇▇▇▇▇▇ (as the First Surviving Company) shall continue unaffected by the First Merger in accordance with the DGCL. (b) At the Subsequent Company Merger Effective Time, the Subsequent Company The Second Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL and DLLCAICL. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Second Effective Time, by virtue of, and simultaneously with, the Second Merger and without any further action on the part of ▇▇▇▇▇▇▇▇, Parentco, Merger Sub II, the Company or any Company Shareholder, (i) Merger Sub II shall be merged with and into the Company, the separate corporate existence of Merger Sub II shall cease and the Company shall continue as the Second Surviving Company, (ii) all the propertyproperties, rights, privileges, powers and franchises of each of the Initial Surviving Corporation Company and Merger Sub II shall vest in the Second Surviving Company, and (iii) all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Initial Surviving Corporation Company and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Second Surviving Company. Company and (civ) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, immunities, powers and franchises of each of Heat OpCo and Pacers OpCo the Company (as the Second Surviving Company) shall vest continue unaffected by the Second Merger in accordance with the Surviving OpCo, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCoICL.

Effect of the Mergers. (a) At the Initial Company Duet Merger Effective Time, the Initial Company effect of the Duet Merger shall have the effects set forth be as provided in this Agreement Agreement, the Delaware Certificate of Merger and the applicable provisions of the Delaware General Corporate Law (“DGCL”). Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective Time, by virtue of the Duet Merger and the applicable provisions of DGCL and without any action on the part of any Party or the holders of securities of Purchaser or Duet Merger Sub, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each of the Company and Duet Merger Sub I shall vest by operation of law become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Purchaser, which shall include the assumption by Purchaser of any and all agreements, covenants, duties and obligations of Duet Merger Sub set forth in this Agreement to be performed after the Initial Surviving CorporationDuet Merger Effective Time, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties a wholly-owned subsidiary of the Initial Surviving CorporationHoldco. (b) At the Subsequent Company AnyTech365 Merger Effective Time, the Subsequent Company effect of the AnyTech365 Merger shall have the effects set forth be as provided in this Agreement Agreement, the Final Order and the applicable provisions of the DGCL and DLLCACross Border Merger Laws. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company AnyTech365 Merger Effective Time, by virtue of the AnyTech365 Merger and the applicable provisions of the Cross Border Merger Laws and without any action on the part of any Party or the holders of securities of Holdco or the Company, all the property, rights, privileges, agreements, powers and franchises of each franchises, debts, Liabilities, duties and obligations of the Initial Surviving Corporation and Merger Sub II shall vest in the Surviving CompanyCompany shall, and all debtsby operation of law, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each Holdco, which shall include the assumption by Holdco of Heat OpCo and Pacers OpCo shall vest in the Surviving OpCo, any and all debtsagreements, liabilitiescovenants, obligations, restrictions, disabilities duties and duties of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties obligations of the Surviving OpCoCompany set forth in this Agreement to be performed after the AnyTech365 Merger Effective Time.

Effect of the Mergers. (a) At the Initial Company First Merger Effective Time, the Initial Company effect of the First Merger shall have the effects set forth be as provided in this Agreement Agreement, the First Merger Documents, and the applicable provisions of the DGCLCayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company First Merger Effective Time, (i) all the property, rights, privilegesthe property of every description including choses in action, powers business, undertaking, goodwill, benefits, immunities and franchises privileges of the Company and First Merger Sub shall immediately vest in the First Surviving Company, (ii) all Company Shares and other Company Securities (other than any Company Dissenting Shares) issued and outstanding immediately prior to the First Merger Effective Time shall be cancelled and converted into the right to receive shares and convertible securities of Pubco, as provided in Section 2.1, (iii) all First Merger Sub Share(s) issued and outstanding immediately prior to the First Merger Effective Time shall be automatically cancelled and extinguished and converted into the same class and number of shares of the First Surviving Company, (iv) all the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of each of the Company and First Merger Sub I shall vest in become the Initial Surviving Corporationmortgages, charges or security interests, and all debts, liabilitiescontracts, obligations, restrictionsclaims, disabilities debts and duties of each liabilities of the Company First Surviving Company, and (v) the separate corporate existence of First Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Initial Surviving Corporationcease. (b) At the Subsequent Company Merger Effective Time, the Subsequent Company effect of the Second Merger shall have the effects set forth be as provided in this Agreement Agreement, the Second Merger Documents, and the applicable provisions of the DGCL and DLLCACayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, (i) all the property, rights, privilegesthe property of every description including choses in action, powers business, undertaking, goodwill, benefits, immunities and franchises privileges of Purchaser and Second Merger Sub shall immediately vest in the Second Surviving Company, (ii) all issued and outstanding Purchaser Ordinary Shares (other than those described in Sections 2.2(e) and 2.6(c) below) shall be converted into the right to receive Pubco Ordinary Shares, as provided in Section 2.2, (iii) all outstanding Purchaser Rights shall be converted into such number of Pubco Ordinary Shares as provided in Section 2.2, (iv) all Second Merger Sub Share(s) issued and outstanding immediately prior to the Effective Time shall be automatically cancelled and extinguished and converted into the same class and number of shares of the Second Surviving Company, (v) all the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of each of the Initial Surviving Corporation Purchaser and Second Merger Sub II shall vest in become the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of the Second Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties (vi) the separate corporate existence of each of the Initial Surviving Corporation and Second Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Companycease. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, powers and franchises of each of Heat OpCo and Pacers OpCo shall vest in the Surviving OpCo, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCo.

Effect of the Mergers. (a) At the Initial Company Merger applicable Effective Time, the Initial Company effect of each Merger shall have the effects set forth be as provided in this Agreement and in the applicable provisions of the DGCLDGCL or the DLLCA, as applicable. Without limiting the generality of the foregoing, and subject thereto, : (a) (i) at the Initial Blocker Mergers Effective Time, all the property, assets, rights, privileges, powers and franchises of Blocker 1 and Blocker Merger Sub 1 shall vest in the Surviving Blocker 1, and all debts, liabilities, duties and obligations of Blocker 1 and Blocker Merger Sub 1 shall become the debts, liabilities, duties and obligations of the Surviving Blocker 1; (ii) at the Blocker Mergers Effective Time, all the property, assets, rights, privileges, powers and franchises of Blocker 2 and Blocker Merger Sub 2 shall vest in the Surviving Blocker 2, and all debts, liabilities, duties and obligations of Blocker 2 and Blocker Merger Sub 2 shall become the debts, liabilities, duties and obligations of the Surviving Blocker 2; and (iii) at the Blocker Mergers Effective Time, all the property, assets, rights, privileges, powers and franchises of Blocker 3 and Blocker Merger Sub 3 shall vest in the Surviving Blocker 3, and all debts, liabilities, duties and obligations of Blocker 3 and Blocker Merger Sub 3 shall become the debts, liabilities, duties and obligations of the Surviving Blocker 3; (b) at the Parent Merger Sub Merger Effective Time, all the property, assets, rights, privileges, powers and franchises of Surviving Blocker 1, Surviving Blocker 2, Surviving Blocker 3 and Parent Merger Sub shall vest in the Surviving Parent Merger Sub, and all debts, liabilities, duties and obligations of Surviving Blocker 1, Surviving Blocker 2, Surviving Blocker 3 and Parent Merger Sub shall become the debts, liabilities, duties and obligations of the Surviving Parent Merger Sub; (c) at the Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub I shall vest in the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Initial Surviving Corporation. (b) At the Subsequent Company Merger Effective Time, the Subsequent Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, all the propertyassets, rights, privileges, powers and franchises of each of the Initial Surviving Corporation and Opco Merger Sub II and the Company shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities duties and duties obligations of each of the Initial Surviving Corporation and Opco Merger Sub II and the Company shall become the debts, liabilities, obligations, restrictions, disabilities duties and duties obligations of the Surviving Company.; (cd) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Bondco Merger Effective Time, all the property, assets, rights, privileges, powers and franchises of each of Heat OpCo Bondco and Pacers OpCo Opco shall vest in the Surviving OpCoOpco, and all debts, liabilities, obligations, restrictions, disabilities duties and duties obligations of each of Heat OpCo Bondco and Pacers OpCo Opco shall become the debts, liabilities, obligationsduties and obligations of Opco; and (e) at the Management Holdings Merger Effective Time, restrictionsall the property, disabilities assets, rights, privileges, powers and franchises of Management Merger Sub and Management Holdings shall vest in the Surviving Management Holdings, and all debts, liabilities, duties and obligations of Management Merger Sub and Management Holdings shall become the debts, liabilities, duties and obligations of the Surviving OpCoManagement Holdings.

Effect of the Mergers. (a) At the Initial Company Merger Effective Time, the Initial Company effect of the SPAC Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each of the Company and SPAC Merger Sub I shall vest in the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I SPAC shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilitiesLiabilities, obligations, restrictions, disabilities duties and duties obligations of the Initial SPAC Surviving CorporationSubsidiary (including all rights and obligations with respect to the Trust Account), which shall include the assumption by the SPAC Surviving Subsidiary of any and all agreements, covenants, duties and obligations of SPAC Merger Sub and SPAC set forth in this Agreement to be performed after the Effective Time, and the SPAC Surviving Subsidiary shall continue its existence as a wholly-owned Subsidiary of Pubco. (b) At the Subsequent Company Merger Effective Time, the Subsequent effect of the Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Initial Surviving Corporation and Merger Sub II shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises of each of Heat OpCo and Pacers OpCo shall vest in the Surviving OpCofranchises, and all debts, liabilitiesLiabilities, obligations, restrictions, disabilities duties and duties obligations of each of Heat OpCo Company Merger Sub and Pacers OpCo the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilitiesLiabilities, obligations, restrictions, disabilities duties and duties obligations of the Company Surviving OpCoSubsidiary which shall include the assumption by the Company Surviving Subsidiary of any and all agreements, covenants, duties and obligations of Company Merger Sub and the Company set forth in this Agreement to be performed after the Effective Time, and the Company Surviving Subsidiary shall continue its existence as a wholly-owned Subsidiary of Pubco.

Effect of the Mergers. (a) At the Initial Company Merger FTV Effective Time, the Initial Company Merger shall have the effects set forth in this Agreement and the applicable provisions effect of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub I FTV Blocker Mergers shall vest be as provided in the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Initial Surviving Corporation. (b) At the Subsequent Company Merger Effective Time, the Subsequent Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger FTV Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of the Initial Surviving Corporation FTV Blocker and Merger Sub II Holdings I shall vest in the FTV Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of FTV Blocker and Holdings I shall become the Initial debts, liabilities, obligations, restrictions, disabilities and duties of the FTV Surviving Corporation Company. (b) At the Tiger Effective Time, the effect of the ▇▇▇▇▇ ▇▇▇▇▇▇▇ Mergers shall be as provided in the applicable provisions of the DGCL and Merger Sub the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Tiger Effective Time, all the property, rights, privileges, immunities, powers, franchises, licenses and authority of ▇▇▇▇▇ ▇▇▇▇▇▇▇ and Holdings II shall vest in the Tiger Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of ▇▇▇▇▇ ▇▇▇▇▇▇▇ and Holdings II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Tiger Surviving Company. (c) At the OpCo Merger Effective Time, the effect of the OpCo Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of Heat the Company and OpCo and Pacers OpCo Merger Sub shall vest in the Surviving OpCoCompany, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Heat the Company and OpCo and Pacers OpCo Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCoCompany.

Effect of the Mergers. (a) At the Initial Company LCW Merger Effective Time, the Initial Company effect of the LCW Merger shall have the effects set forth be as provided in this Agreement Agreement, the LCW Certificates of Merger, the Plan of Merger and the applicable provisions of the DGCLDGCL and the Cayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company LCW Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each of the Company and LCW Merger Sub I shall vest in and the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I Parent shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilitiesLiabilities, obligations, restrictions, disabilities duties and duties obligations of the Initial Surviving CorporationLCW Company, which shall include the assumption by the Surviving LCW Company of any and all agreements, covenants, duties and obligations of LCW Merger Sub and the Parent set forth in this Agreement to be performed after the LCW Merger Effective Time. (b) At the Subsequent Company Innventure Merger Effective Time, the Subsequent Company effect of the Innventure Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Initial Surviving Corporation and Merger Sub II shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo Merger Effective TimeAgreement, the OpCo Innventure Certificate of Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Innventure Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises of each of Heat OpCo and Pacers OpCo shall vest in the Surviving OpCofranchises, and all debts, liabilitiesLiabilities, obligations, restrictions, disabilities duties and duties obligations of each of Heat OpCo Innventure Merger Sub and Pacers OpCo the Company shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilitiesLiabilities, obligations, restrictions, disabilities duties and duties obligations of the Surviving OpCoInnventure Company, which shall include the assumption by the Surviving Innventure Company of any and all agreements, covenants, duties and obligations of Innventure Merger Sub and the Company set forth in this Agreement to be performed after the Innventure Merger Effective Time.

Effect of the Mergers. (a) At the Initial Company Merger Effective Time, the Initial Company effect of the Servico Merger, the Memphis Merger and the IHG Merger shall have be as provided in the effects set forth applicable provisions of the FBCA, the effect of the P-Burg Merger and the Hazard Merger shall be as provided in this Agreement the applicable provisions of the KBCA, the effect of the Delk ▇▇▇ger, the IHD Merger and the IDC Merger shall be as provided in the applicable provisions of the DGCL, and the effect of the Impac Merger shall be as provided in the applicable provisions of the GLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective Time, except as otherwise provided herein, (a) all the property, rights, privileges, powers and franchises of each of the Company Servico and Servico Merger Sub I shall vest in Servico as the Initial Servico Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company Servico and Servico Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of Servico as the Initial Servico Surviving Corporation. , (b) At the Subsequent Company Merger Effective Time, the Subsequent Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Initial Surviving Corporation P-Burg and P-Burg Merger Sub II shall vest in P-Burg Merger Sub as the P-Burg Surviving CompanyCorporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Initial Surviving Corporation P-Burg and P-Burg Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of P-Burg Merger Sub as the P-Burg Surviving Company. Corporation, (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, powers and franchises of each of Heat OpCo Hazard and Pacers OpCo Hazard Merger Sub shall vest in Hazard Merger Sub as the Hazard Surviving OpCoCorporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of Heat OpCo Hazard and Pacers OpCo Hazard Surviving Corporation shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of Hazard Merger Sub as the Hazard Surviving Corporation, (d) all the property, rights, privileges, powers and franchises of Memphis and Memphis Merger Sub shall vest in Memphis Merger Sub as the Memphis Surviving Corporation, and all debts, liabilities and duties of Memphis and Memphis Merger Sub shall become the debts, liabilities and duties of Memphis Merger Sub as the Memphis Surviving Corporation, (e) all the property, rights, privileges, powers and franchises of Delk ▇▇▇ Delk ▇▇▇ger Sub shall vest in Delk ▇▇▇ger Sub as the Delk ▇▇▇viving Corporation, and all debts, liabilities and duties of Delk ▇▇▇ Delk ▇▇▇ger Sub shall become the debts, liabilities and duties of Delk ▇▇▇ger Sub as the Delk ▇▇▇viving Corporation, (f) all the property, rights, privileges, powers and franchises of IHD and IHD Merger Sub shall vest in IHD as the IHD Surviving Corporation, and all debts, liabilities and duties of IHD and IHD Merger Sub shall become the debts, liabilities and duties of IHD as the IHD Surviving Corporation, (g) all the property, rights, privileges, powers and franchises of IDC and IDC Merger Sub shall vest in IDC Merger Sub as the IDC Surviving Corporation, and all debts, liabilities and duties of IDC and IDC Merger Sub shall become the debts, liabilities and duties of IDC Merger Sub as the IDC Surviving Corporation, (h) all the property, rights, privileges, powers and franchises of IHG and IHG Merger Sub shall vest in IHG Merger Sub as the IHG Surviving Corporation, and all debts, liabilities and duties of IHD and IHD Merger Sub shall become the debts, liabilities and duties of IHD Merger Sub as the IHD Surviving Corporation, and (i) all the property, rights, privileges, powers and franchises of Impac and Impac Merger Sub shall vest in Impac as the Impac Surviving Corporation, and all debts, liabilities and duties of Impac and Impac Merger Sub shall become the debts, liabilities and duties of Impac as the Impac Surviving Corporation. As of the Effective Time, each of the Surviving OpCoCorporations shall be a wholly-owned subsidiary of SHG.

Effect of the Mergers. (a) At The effect of the Initial Company BB Merger Effective Timeshall be as provided in this Agreement, the Initial Company BB Certificate of Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Company and Merger Sub I shall vest in the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Initial Surviving Corporation. (b) At the Subsequent Company Merger Effective Time, the Subsequent Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger BB Effective Time, all the property, rights, privileges, agreements, powers and franchises of each of the Initial Surviving Corporation and Merger Sub II shall vest in the Surviving Companyfranchises, and all debts, liabilities, obligations, restrictions, disabilities duties and duties obligations of each of the Initial Surviving Corporation and BB Merger Sub II and BB shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, obligations, restrictions, disabilities duties and duties obligations of the Surviving CompanyBB Entity. (cb) At The effect of the OpCo Myx Merger Effective Timeshall be as provided in this Agreement, the OpCo Myx Certificate of Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Myx Effective Time, all the property, rights, privileges, agreements, powers and franchises of each of Heat OpCo and Pacers OpCo shall vest in the Surviving OpCofranchises, and all debts, liabilities, obligations, restrictions, disabilities duties and duties obligations of each of Heat OpCo Myx Merger Sub and Pacers OpCo Myx shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, obligations, restrictions, disabilities duties and duties obligations of the Surviving OpCoMyx Entity. (c) The effect of the Acquiror Merger shall be as provided in this Agreement, the Acquiror Certificate of Merger and the applicable provisions of the DGCL and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving BB Entity and Acquiror shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilities, duties and obligations of the Surviving Acquiror Entity.

Effect of the Mergers. (a) At the Initial Company Merger applicable Blocker Mergers Effective Time, the Initial Company effect of each Blocker Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DLLCA or DGCL. Without limiting the generality of the foregoing, as applicable, and subject thereto, at the Initial Company Merger Effective Time, all Time the property, rights, privileges, powers and franchises of each effect of the Company and Merger Sub I shall vest in the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Initial Surviving Corporation. (b) At the Subsequent Company Merger Effective Time, the Subsequent Company Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Initial Surviving Corporation and Merger Sub II shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, : (a) at the OpCo Blocker Merger 1 Effective Time, except as otherwise provided herein, all the property, assets, rights, privileges, powers and franchises of each of Heat OpCo Blocker 1 and Pacers OpCo Merger Sub 1 shall vest in the Surviving OpCoBlocker 1, and all debts, liabilities, obligations, restrictions, disabilities duties and duties obligations of each of Heat OpCo Blocker 1 and Pacers OpCo Merger Sub 1 shall become the debts, liabilities, obligations, restrictions, disabilities duties and duties obligations of the Surviving OpCoBlocker 1 (subject to the provisions of this Agreement); (b) at the Blocker Merger 2 Effective Time, except as otherwise provided herein, all the property, assets, rights, privileges, powers and franchises of Blocker 2 and Merger Sub 2 shall vest in the Surviving Blocker 2, and all debts, liabilities, duties and obligations of Blocker 2 and Merger Sub 2 shall become the debts, liabilities, duties and obligations of the Surviving Blocker 1 (subject to the provisions of this Agreement); (c) at the Blocker Merger 3 Effective Time, except as otherwise provided herein, all the property, assets, rights, privileges, powers and franchises of Blocker 3 and Merger Sub 3 shall vest in the Surviving Blocker 3, and all debts, liabilities, duties and obligations of Blocker 3 and Merger Sub 3 shall become the debts, liabilities, duties and obligations of the Surviving Blocker 3 (subject to the provisions of this Agreement); (d) at the Blocker Merger 4 Effective Time, except as otherwise provided herein, all the property, assets, rights, privileges, powers and franchises of Blocker 4 and Merger Sub 4 shall vest in the Surviving Blocker 4, and all debts, liabilities, duties and obligations of Blocker 4 and Merger Sub 4 shall become the debts, liabilities, duties and obligations of the Surviving Blocker 4 (subject to the provisions of this Agreement); (e) at the Blocker Merger 5 Effective Time, except as otherwise provided herein, all the property, assets, rights, privileges, powers and franchises of Blocker 5 and Merger Sub 5 shall vest in the Surviving Blocker 5, and all debts, liabilities, duties and obligations of Blocker 5 and Merger Sub 5 shall become the debts, liabilities, duties and obligations of the Surviving Blocker 5 (subject to the provisions of this Agreement); and (f) at the Company Merger Effective Time, except as otherwise provided herein, all the property, assets, rights, privileges, powers and franchises of the Company and Company Merger Sub shall vest in the Surviving Company, and all debts, liabilities, duties and obligations of the Company and Company Merger Sub shall become the debts, liabilities, duties and obligations of the Surviving Company (subject to the provisions of this Agreement).

Effect of the Mergers. (a) At the Initial Company First Blocker Merger Effective Time, the Initial Company effects of the First Blocker Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCLDLLC Act. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company First Blocker Merger Effective Time, all the property, rights, privileges, powers powers, and franchises of and all property, real, personal and mixed, and all debts due to each of the Company Blocker and Merger Sub I 1 shall vest be vested in the Initial First Blocker Merger Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Initial Surviving CorporationCompany. (b) At the Subsequent Company Second Blocker Merger Effective Time, the Subsequent Company effects of the Second Blocker Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL and DLLCADLLC Act. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Second Blocker Merger Effective Time, all the property, rights, privileges, powers powers, and franchises of and all property, real, personal and mixed, and all debts due to each of the Initial First Blocker Merger Surviving Corporation Company and Merger Sub II 2 shall vest be vested in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation and Second Blocker Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo First Company Merger Effective Time, the OpCo effects of the First Company Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DLLCADLLC Act. Without limiting the generality of the foregoing, and subject thereto, at the OpCo First Company Merger Effective Time, all the property, rights, privileges, powers powers, and franchises of and all property, real, personal and mixed, and all debts due to each of Heat OpCo Company and Pacers OpCo Merger Sub 3 shall vest be vested in the First Company Merger Surviving Company. (d) At the Second Company Merger Effective Time, the effects of the Second Company Merger shall be as provided in the applicable provisions of the DLLC Act. Without limiting the generality of the foregoing, and subject thereto, at the Second Company Merger Effective Time, all the rights, privileges, powers, and franchises of and all property, real, personal and mixed, and all debts due to each of the First Company Merger Surviving Company and Merger Sub 4 shall be vested in the Surviving OpCo, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCoCompany.

Effect of the Mergers. (a) At the Initial Company Merger Effective Time, the Initial effect of the SPAC Merger shall be as provided in this Agreement, and the SPAC Plan of Merger and the applicable provisions of the Cayman Act and the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of SPAC Merger Sub and SPAC shall become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of the SPAC Surviving Subsidiary (including all rights and obligations with respect to the Trust Account), which shall include the assumption by the SPAC Surviving Subsidiary of any and all agreements, covenants, duties and obligations of SPAC Merger Sub and SPAC set forth in this Agreement to be performed after the Effective Time, and the SPAC Surviving Subsidiary shall continue its existence as a wholly-owned Subsidiary of Pubco. (b) At the Effective Time, the effect of the Company Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each of Company Merger Sub and the Company and Merger Sub I shall vest in the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Initial Surviving Corporation. (b) At the Subsequent Company Merger Effective Time, the Subsequent Company Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises of each franchises, debts, Liabilities, duties and obligations of the Initial Company Surviving Corporation Subsidiary which shall include the assumption by the Company Surviving Subsidiary of any and all agreements, covenants, duties and obligations of Company Merger Sub II shall vest in and the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects Company set forth in this Agreement and to be performed after the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all and the property, rights, privileges, powers and franchises Company Surviving Subsidiary shall continue its existence as a wholly-owned Subsidiary of each of Heat OpCo and Pacers OpCo shall vest in the Surviving OpCo, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCoPubco.

Effect of the Mergers. (a) At On the Initial Company First Merger Effective Time, the Initial Company effect of the First Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCLCayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company First Merger Effective Time, (i) all the property, rights, privilegesthe property of every description including choses in action, powers business, undertaking, goodwill, benefits, immunities and franchises privileges of the Company and First Merger Sub shall immediately vest in the Surviving Company, (ii) all Company Ordinary Shares issued and outstanding immediately prior to the First Merger Effective Time shall be cancelled and converted into the right to receive Pubco Ordinary Shares, as provided in Section 2.1(a), (iii) all First Merger Sub Ordinary Share(s) issued and outstanding immediately prior to the First Merger Effective Time shall be cancelled and converted into the right to receive the same class and number of shares of the Surviving Company, (iv) all the mortgages, charges or security interests, and all contracts, obligations, claims, debts and liabilities of each of the Company and First Merger Sub I shall vest in become the Initial Surviving Corporationmortgages, charges or security interests, and all debts, liabilitiescontracts, obligations, restrictionsclaims, disabilities debts and duties of each liabilities of the Company Surviving Company, and (v) the separate corporate existence of First Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Initial Surviving Corporationcease. (b) At the Subsequent Company Second Merger Effective Time, the Subsequent Company effect of the Second Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL and DLLCACayman Companies Act. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Second Merger Effective Time, (i) all the property, rights, privilegesthe property of every description including choses in action, powers business, undertaking, goodwill, benefits, immunities and franchises privileges of each of the Initial Surviving Corporation SPAC and Second Merger Sub II shall immediately vest in the Surviving CompanyEntity, (ii) all SPAC Ordinary Shares issued and outstanding immediately prior to the Second Merger Effective Time shall be converted into the right to receive Pubco Ordinary Shares, as provided in Section 2.2(b), (iii) all outstanding SPAC Units issued and outstanding immediately prior to the Second Merger Effective Time shall be detached into SPAC Ordinary Shares and SPAC Rights, as provided in Section 2.2(a)1.1, (iv) all outstanding SPAC Rights shall be converted into such number of Pubco Ordinary Shares as provided in Section 2.2(c), (v) all Second Merger Sub Share(s) immediately prior to the Second Merger Effective Time shall be cancelled and converted into the right to receive the same class and number of shares of the Surviving Entity, (vi) all the mortgages, charges or security interests, and all debts, liabilitiescontracts, obligations, restrictionsclaims, disabilities debts and duties liabilities of each of the Initial Surviving Corporation SPAC and Second Merger Sub II shall become the debtsmortgages, liabilitiescharges or security interests, and all contracts, obligations, restrictionsclaims, disabilities debts and duties liabilities of the Surviving Company. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoingEntity, and subject thereto, at (vii) the OpCo separate corporate existence of Second Merger Effective Time, all the property, rights, privileges, powers and franchises of each of Heat OpCo and Pacers OpCo Sub shall vest in the Surviving OpCo, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCocease.

Effect of the Mergers. (a) At the Initial Company SPAC Merger Effective Time, the Initial Company effect of the SPAC Merger shall have the effects set forth be as provided in this Agreement Agreement, and the SPAC Plan of Merger and the applicable provisions of the DGCLCayman Act. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company SPAC Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each of the Company and SPAC Merger Sub I shall vest in the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I SPAC shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilitiesLiabilities, obligations, restrictions, disabilities duties and duties obligations of the Initial SPAC Surviving CorporationSubsidiary (including all rights and obligations with respect to the Trust Account), which shall include the assumption by the SPAC Surviving Subsidiary of any and all agreements, covenants, duties and obligations of SPAC Merger Sub and SPAC set forth in this Agreement to be performed after the SPAC Merger Effective Time, and the SPAC Surviving Subsidiary shall continue its existence as a wholly owned Subsidiary of Pubco. (b) At the Subsequent Company Merger Effective Time, the Subsequent effect of the Company Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each of the Initial Surviving Corporation and Company Merger Sub II shall vest in and the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation and Merger Sub II Company shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each the Company Surviving Subsidiary which shall include the assumption by the Company Surviving Subsidiary of Heat OpCo any and Pacers OpCo shall vest all agreements, covenants, duties and obligations of Company Merger Sub and the Company set forth in this Agreement to be performed after the Surviving OpCoCompany Merger Effective Time, and all debts, liabilities, obligations, restrictions, disabilities and duties the Company Surviving Subsidiary shall continue its existence as a Subsidiary of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCo.SPAC Subsidiary B.

Effect of the Mergers. (a) At the Initial Company Merger each Blocker Effective Time, the Initial Company effect of the applicable Blocker Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCLDelaware Acts. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger applicable Blocker Effective Time, (i) all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of the Company Merger Corp-A and Merger Sub I Blocker-A shall vest in the Initial Surviving CorporationSub-A, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company Merger Corp-A and Merger Sub I Blocker-A shall become the debts, liabilities, obligations, restrictions, disabilities and duties of Surviving Sub-A, and (ii) all the Initial property, rights, privileges, immunities, powers, franchises, licenses and authority of Merger Corp-B and Blocker-B shall vest in Surviving Corporation.Sub-B, and all debts, liabilities, obligations, restrictions, disabilities and duties of Merger Corp-B and Blocker-B shall become the debts, liabilities, obligations, restrictions, disabilities and duties of Surviving Sub-B. (b) At the Subsequent Company Merger each Consolidation Effective Time, the Subsequent Company effect of the applicable Consolidation Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL and DLLCADelaware Acts. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger applicable Consolidation Effective Time, (i) all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of the Initial Surviving Corporation Sub-A and Merger Sub II Foresight shall vest in the Surviving CompanyForesight, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation Sub-A and Merger Sub II Foresight shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoingForesight, and subject thereto, at the OpCo Merger Effective Time, (ii) all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of Heat OpCo Surviving Sub-B and Pacers OpCo Foresight shall vest in the Surviving OpCoForesight, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Heat OpCo Surviving Sub-B and Pacers OpCo Foresight shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCoForesight.

Effect of the Mergers. (a) At the Initial Company Merger Effective Time, the Initial Company The First Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective Time, by virtue of, and simultaneously with, the First Merger and without any further action on the part of Tastemaker, any stockholder of Tastemaker, Parentco, or Merger Sub I, (i) Merger Sub I shall be merged with and into Tastemaker, the separate corporate existence of Merger Sub I shall cease and Tastemaker shall continue as the First Surviving Company, (ii) all the propertyproperties, rights, privileges, powers and franchises of each of the Company Tastemaker and Merger Sub I shall vest in the Initial First Surviving CorporationCompany, and (iii) all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company Tastemaker and Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Initial First Surviving CorporationCompany and (iv) all the rights, privileges, immunities, powers and franchises of Tastemaker (as the First Surviving Company) shall continue unaffected by the First Merger in accordance with the DGCL. (b) At the Subsequent Company Merger Effective Time, the Subsequent Company The Second Merger shall have the effects set forth in this Agreement and the applicable provisions of the DGCL OGCL and DLLCAthe OLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, by virtue of, and simultaneously with, the Second Merger and without any further action on the part of Quality Gold, QGM, any QGM member, Parentco, or Merger Sub II, (i) Merger Sub II shall be merged with and into QGM, the separate corporate existence of Merger Sub II shall cease and QGM shall continue as the Second Surviving Company, (ii) all the propertyproperties, rights, privileges, powers and franchises of each of the Initial Surviving Corporation QGM and Merger Sub II shall vest in the Second Surviving Company, and (iii) all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Initial Surviving Corporation QGM and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Second Surviving Company and (iv) all the rights, privileges, immunities, powers and franchises of QGM (as the Second Surviving Company) shall continue unaffected by the Second Merger in accordance with OGCL and the OLLCA. (c) At the OpCo Merger Effective Time, the OpCo The Third Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCADGCL. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, by virtue of, and simultaneously with, the Third Merger and without any further action on the part of Quality Gold, J&M, any J&M stockholder, Parentco, or Merger Sub III, (i) Merger Sub III shall be merged with and into J&M, the separate corporate existence of Merger Sub III shall cease and J&M shall continue as the Third Surviving Company, (ii) all the propertyproperties, rights, privileges, powers and franchises of each of Heat OpCo J&M and Pacers OpCo Merger Sub III shall vest in the Third Surviving OpCoCompany, and (iii) all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of Heat OpCo J&M and Pacers OpCo Merger Sub III shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Third Surviving OpCoCompany and (iv) all the rights, privileges, immunities, powers and franchises of J&M (as the Third Surviving Company) shall continue unaffected by the Third Merger in accordance with the DGCL. (d) The Fourth Merger shall have the effects set forth in this Agreement and the applicable provisions of the OGCL and the OLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, by virtue of, and simultaneously with, the Fourth Merger and without any further action on the part of Quality Gold, L&L, any L&L member, Parentco, or Merger Sub IV, (i) Merger Sub IV shall be merged with and into L&L, the separate corporate existence of Merger Sub IV shall cease and L&L shall continue as the Fourth Surviving Company, (ii) all the properties, rights, privileges, powers and franchises of L&L and Merger Sub IV shall vest in the Fourth Surviving Company, (iii) all debts, liabilities and duties of L&L and Merger Sub IV shall become the debts, liabilities and duties of the Fourth Surviving Company and (iv) all the rights, privileges, immunities, powers and franchises of L&L (as the Fourth Surviving Company) shall continue unaffected by the Fourth Merger accordance with the OGCL and the OLLCA. (e) The Fifth Merger shall have the effects set forth in this Agreement and the applicable provisions of the OGCL. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, by virtue of, and simultaneously with, the Fifth Merger and without any further action on the part of Quality Gold, any Quality Gold stockholder, Parentco, or Merger Sub V, (i) Merger Sub V shall be merged with and into Quality Gold, the separate corporate existence of Merger Sub V shall cease and Quality Gold shall continue as the Fifth Surviving Company, (ii) all the properties, rights, privileges, powers and franchises of Quality Gold and Merger Sub V shall vest in the Fifth Surviving Company, (iii) all debts, liabilities and duties of Quality Gold and Merger Sub V shall become the debts, liabilities and duties of the Fifth Surviving Company and (iv) all the rights, privileges, immunities, powers and franchises of Quality Gold (as the Fifth Surviving Company) shall continue unaffected by the Fifth Merger in accordance with the OGCL.

Effect of the Mergers. (a) At the Initial Company Merger ▇▇ ▇▇▇▇▇▇▇ Effective Time, the Initial Company effect of the ▇▇ ▇▇▇▇▇▇▇ Merger shall have be as provided in the effects set forth applicable provisions of the DLLCA and the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the ▇▇ ▇▇▇▇▇▇▇ Effective Time, all the property, rights, privileges, immunities, powers, franchises licenses and authority of the ▇▇ ▇▇▇▇▇▇▇ shall vest in this Agreement DFB Healthcare, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the ▇▇ ▇▇▇▇▇▇▇ shall become the debts, liabilities, obligations, restrictions, disabilities and duties of DFB Healthcare. (b) Subject to Section 7.18, at the A Blocker Effective Time, the effect of the A Blocker Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger A Blocker Effective Time, all the property, rights, privileges, powers immunities, powers, franchises licenses and franchises of each authority of the Company and Merger Sub I A Blocker shall vest in the Initial Surviving CorporationDFB Healthcare, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I A Blocker shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Initial Surviving CorporationDFB Healthcare. (bc) At the Subsequent Company Merger Effective Time, the Subsequent Company effect of the Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, all the property, rights, privileges, powers immunities, powers, franchises licenses and franchises of each authority of the Initial Surviving Corporation Company and Merger Sub II shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation Company and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, powers and franchises of each of Heat OpCo and Pacers OpCo shall vest in the Surviving OpCo, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCo.

Effect of the Mergers. (a) At the Initial Company Merger Effective Time, the Initial Company effect of the SPAC Merger shall have the effects set forth be as provided in this Agreement Agreement, and the SPAC Plan of Merger and the applicable provisions of the DGCLCayman Act. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each of the Company and SPAC Merger Sub I shall vest in the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I SPAC shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilitiesLiabilities, obligations, restrictions, disabilities duties and duties obligations of the Initial SPAC Surviving CorporationSubsidiary (including all rights and obligations with respect to the Trust Account), which shall include the assumption by the SPAC Surviving Subsidiary of any and all agreements, covenants, duties and obligations of SPAC Merger Sub and SPAC set forth in this Agreement to be performed after the Effective Time, and the SPAC Surviving Subsidiary shall continue its existence as a wholly-owned Subsidiary of Pubco. (b) At the Subsequent Company Merger Effective Time, the Subsequent effect of the Company Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each of the Initial Surviving Corporation and Company Merger Sub II shall vest in and the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation and Merger Sub II Company shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each the Company Surviving Subsidiary which shall include the assumption by the Company Surviving Subsidiary of Heat OpCo any and Pacers OpCo shall vest all agreements, covenants, duties and obligations of Company Merger Sub and the Company set forth in this Agreement to be performed after the Surviving OpCoEffective Time, and all debts, liabilities, obligations, restrictions, disabilities and duties the Company Surviving Subsidiary shall continue its existence as a wholly-owned Subsidiary of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCo.SPAC Subsidiary B.

Effect of the Mergers. (a) At the Initial Company Zalatoris II Merger Effective Time, the Initial Company effect of the Zalatoris II Merger shall have the effects set forth be as provided in this Agreement Agreement, the Certificate of Merger and the applicable provisions of the DGCLLaws. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Zalatoris II Merger Effective Time, by virtue of the Zalatoris II Merger and applicable Laws and without any action on the part of any Party or the holders of securities of Purchaser or Merger Sub, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each of the Company and Merger Sub I shall vest by operation of law become the property, rights, privileges, agreements, powers and franchises, debts, Liabilities, duties and obligations of Purchaser, which shall include the assumption by Purchaser of any and all agreements, covenants, duties and obligations of Merger Sub set forth in this Agreement to be performed after the Initial Surviving CorporationZalatoris II Merger Effective Time, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I Purchaser shall become the debts, liabilities, obligations, restrictions, disabilities and duties a wholly-owned subsidiary of the Initial Surviving CorporationHoldco. (b) At the Subsequent Company Eco House Merger Effective Time, the Subsequent Company effect of the Eco House Merger shall have the effects set forth be as provided in this Agreement and Agreement, the Final Order, the applicable provisions of the DGCL CDTs and DLLCAIrish Merger Regulations, and other applicable Laws. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Eco House Merger Effective Time, by virtue of the Eco House Merger, the applicable provisions of the CDTs and Irish Merger Rules, and other applicable Laws and without any action on the part of any Party or the holders of securities of the Company, all the property, rights, privileges, agreements, powers and franchises of each franchises, debts, Liabilities, duties and obligations of the Initial Surviving Corporation and Merger Sub II shall vest in the Surviving CompanyCompany shall, and all debtsby operation of law, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each Holdco, which shall include the assumption by Holdco of Heat OpCo and Pacers OpCo shall vest in the Surviving OpCo, any and all debtsagreements, liabilitiescovenants, obligations, restrictions, disabilities duties and duties of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties obligations of the Surviving OpCoCompany set forth in this Agreement to be performed after the Eco House Merger Effective Time.

Effect of the Mergers. (a) At the Initial Company Merger Effective Time, the Initial effect of the Company Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective Time, (a) all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises of each authority of the Company and Company Merger Sub I shall vest in the Initial Company Surviving Corporation, and (b) all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Company Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Initial Company Surviving Corporation. (b) At the Subsequent Company Rorschach Merger Effective Time, the Subsequent Company effect of the Rorschach Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Initial Surviving Corporation and Merger Sub II shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation and Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Rorschach Merger Effective Time, (a) all the property, rights, privileges, powers immunities, powers, franchises, licenses and franchises authority of each of Heat OpCo Rorschach and Pacers OpCo Rorschach Merger Sub shall vest in the Rorschach Surviving OpCoLLC, and (b) all debts, liabilities, obligations, restrictions, disabilities and duties of each of Heat OpCo Rorschach and Pacers OpCo Rorschach Merger Sub shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Rorschach Surviving OpCoLLC.

Effect of the Mergers. (a) At the Initial Company Merger Effective Time, the Initial Company effect of the SPAC Merger shall have the effects set forth be as provided in this Agreement Agreement, and the SPAC Plan of Merger and the applicable provisions of the DGCLCayman Act. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each of the Company and SPAC Merger Sub I shall vest in the Initial Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Company and Merger Sub I SPAC shall become the property, rights, privileges, agreements, powers and franchises, debts, liabilitiesLiabilities, obligations, restrictions, disabilities duties and duties obligations of the Initial SPAC Surviving CorporationSubsidiary (including all rights and obligations with respect to the Trust Account), which shall include the assumption by the SPAC Surviving Subsidiary of any and all agreements, covenants, duties and obligations of SPAC Merger Sub and SPAC set forth in this Agreement to be performed after the Effective Time, and the SPAC Surviving Subsidiary shall continue its existence as a wholly-owned Subsidiary of Pubco. (b) At the Subsequent Company Merger Effective Time, the Subsequent Company effect of the Newco Merger shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each of the Initial Surviving Corporation and Newco Merger Sub II shall vest in the Surviving Company, and all debts, liabilities, obligations, restrictions, disabilities and duties of each of the Initial Surviving Corporation and Merger Sub II Newco shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving Company. (c) At the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions of the DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, agreements, powers and franchises franchises, debts, Liabilities, duties and obligations of each Newco Surviving Subsidiary which shall include the assumption by Newco Surviving Subsidiary of Heat OpCo any and Pacers OpCo shall vest all agreements, covenants, duties and obligations of Newco Merger Sub and Newco set forth in this Agreement to be performed after the Surviving OpCoEffective Time, and all debts, liabilities, obligations, restrictions, disabilities and duties Newco Surviving Subsidiary shall continue its existence as a wholly-owned Subsidiary of each of Heat OpCo and Pacers OpCo shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCo.SPAC Subsidiary B.

Effect of the Mergers. (a) At the Initial Company Merger Effective Time, the Initial Company Merger effect of the Mergers shall have the effects set forth be as provided in this Agreement and the applicable provisions of the DGCLDelaware Law. Without limiting the generality of the foregoing, and subject thereto, at the Initial Company Merger Effective Time, except as provided herein, (i) all the property, rights, privileges, powers and franchises of each of the Company Callisto and Callisto Merger Sub I shall vest in the Initial Callisto Surviving Corporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Company Callisto and Callisto Merger Sub I shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Initial Callisto Surviving Corporation. Corporation and (bii) At the Subsequent Company Merger Effective Time, the Subsequent Company Merger shall have the effects set forth in this Agreement and the applicable provisions all of the DGCL and DLLCA. Without limiting the generality of the foregoing, and subject thereto, at the Subsequent Company Merger Effective Time, all the property, rights, privileges, powers and franchises of each of the Initial Surviving Corporation Synergy and Synergy Merger Sub II shall vest in the Synergy Surviving CompanyCorporation, and all debts, liabilities, obligations, restrictions, disabilities liabilities and duties of each of the Initial Surviving Corporation Synergy and Synergy Merger Sub II shall become the debts, liabilities, obligations, restrictions, disabilities liabilities and duties of the Synergy Surviving CompanyCorporation. (b) Prior to or at the Effective Time, the properties and assets of Synergy and its Subsidiaries will be free and clear of any and all encumbrances, charges, claims equitable interests, liens, options, pledges, security interests, mortgages, rights of first refusal or restrictions of any kind and nature (collectively the "Encumbrances"), except for such liabilities, accounts payable, debts, adverse claims, duties, responsibilities and obligations of every kind or nature, whether accrued or unaccrued, known or unknown, direct or indirect, absolute, contingent, liquidated or unliquidated and whether arising under, pursuant to or in connection with any contract, tort, strict liability or otherwise (collectively the "Liabilities") of Synergy, that the Synergy Surviving Corporation will assume, which Liabilities Synergy and Callisto have jointly approved and which shall be set forth in Schedule 2.5. Prior to or at the Effective Time, the properties and assets of Callisto and its Subsidiaries will be free and clear of any and all Encumbrances, except for such Liabilities of Callisto that the Synergy Surviving Corporation will assume which Liabilities Synergy and Callisto have jointly approved and which shall be set forth in Schedule 3.5. (c) At Immediately after the OpCo Merger Effective Time, the OpCo Merger shall have the effects set forth in this Agreement and the applicable provisions Time of the DLLCA. Without limiting Callisto Merger, (i) Parent will organize a newly formed Delaware limited liability company ("Newco") with Parent as the generality sole member thereof, (ii) Callisto will be merged with and into Newco pursuant to Delaware statutes with Parent remaining as the sole member of Newco, and (iii) all of the foregoing, Parent capital stock then held by Callisto will thereupon be cancelled and subject thereto, at the OpCo Merger Effective Time, all the property, rights, privileges, powers and franchises extinguished. The Certificate of each Formation of Heat OpCo and Pacers OpCo shall vest Newco will be in the Surviving OpCoform and substance approved by Synergy's counsel and Callisto's counsel and shall be attached as Exhibit C to this Agreement. (d) Promptly following the Effective Time it is expected that, (i) Parent will file an Amendment to its Articles of Incorporation changing its name to "Callisto Pharmaceuticals, Inc." (the "Amendment Articles") and all debts, liabilities, obligations, restrictions, disabilities (ii) Parent will change its state of incorporation to Delaware from Florida. The Amended Articles will be substantially in the form and duties of each of Heat OpCo substance approved by Synergy's counsel and Pacers OpCo Callisto's counsel and shall become the debts, liabilities, obligations, restrictions, disabilities and duties of the Surviving OpCobe attached as Exhibit D to this Agreement.